1 EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of this 17th day of May, 2001, by and among Manugistics Group, Inc., a Delaware corporation ("MANUGISTICS"), and OneRelease.com, LLC, a Delaware limited liability...Registration Rights Agreement • July 27th, 2001 • Manugistics Group Inc • Services-prepackaged software • Delaware
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of February 13, 1998Stock Purchase Agreement • March 2nd, 1998 • Manugistics Group Inc • Services-prepackaged software • Delaware
BY AND AMONGMerger Agreement • October 11th, 2000 • Manugistics Group Inc • Services-prepackaged software • Delaware
EXHIBIT 10.44(c) MANUGISTICS GROUP, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT This Stock Option Agreement, dated as of December 6, 1999 is by and between Manugistics Group, Inc., a Delaware corporation (the "Company"), and Richard F....Stock Option Agreement • July 14th, 2000 • Manugistics Group Inc • Services-prepackaged software • Delaware
RECITALS --------Termination Agreement • July 15th, 1999 • Manugistics Group Inc • Services-prepackaged software • Maryland
BACKGROUND:Custodian Agreement • March 2nd, 1998 • Manugistics Group Inc • Services-prepackaged software • Massachusetts
WITNESSETH:Stock Purchase Agreement • February 5th, 2001 • Manugistics Group Inc • Services-prepackaged software • Delaware
5% Convertible Subordinated Notes Due 2007 INDENTURE Dated as of October 20, 2000 STATE STREET BANK AND TRUST COMPANY, AS TRUSTEEIndenture • January 16th, 2001 • Manugistics Group Inc • Services-prepackaged software • New York
Common StockUnderwriting Agreement • August 12th, 1997 • Manugistics Group Inc • Services-prepackaged software • Maryland
1 EXHIBIT 4.1 FORM OF EXECUTED REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made as of this 16th day of January, 2001, by and among MANUGISTICS GROUP, INC., a Delaware corporation ("MANUGISTICS"), STG Holdings...Registration Rights Agreement • February 5th, 2001 • Manugistics Group Inc • Services-prepackaged software • Delaware
EXHIBIT 10.1 AMENDMENT AGREEMENT NO. 2 THIS AMENDMENT AGREEMENT NO. 2 (this "Amendment"), dated as of November 22, 2002, is made among MANUGISTICS GROUP, INC., a Delaware corporation (the "Company"), MANUGISTICS, INC., a Delaware corporation, and...Credit Agreement • January 14th, 2003 • Manugistics Group Inc • Services-prepackaged software • California
1 EXHIBIT 10.23 SUBLEASE AGREEMENT 1. PARTIES. This Sublease, dated May 23, 1996, is made between CTA Incorporated (CTA) ("Sublessor") and Manugistics, Inc. (Manugistics) ("Sublessee"). 2. MASTER LEASE. Sublessor is the lessee under a written lease...Sublease Agreement • May 28th, 1997 • Manugistics Group Inc • Services-prepackaged software • Maryland
EXHIBIT 10.44(a) MANUGISTICS GROUP, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT This Stock Option Agreement, dated as of December 6, 1999 is by and between Manugistics Group, Inc., a Delaware corporation (the "Company"), and Richard F....Stock Option Agreement • May 12th, 2000 • Manugistics Group Inc • Services-prepackaged software • Delaware
1 Exhibit 10.25 Asset Purchase AgreementAsset Purchase Agreement • May 28th, 1997 • Manugistics Group Inc • Services-prepackaged software • Delaware
LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of January 14, 2003 by and among SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and having a loan production office at...Loan Modification Agreement • January 16th, 2003 • Manugistics Group Inc • Services-prepackaged software
RECITALSFinancing Agreement • May 25th, 2001 • Manugistics Group Inc • Services-prepackaged software • Maryland
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of October 20, 2000Registration Rights Agreement • January 16th, 2001 • Manugistics Group Inc • Services-prepackaged software • New York
EXECUTION VERSION [BANK OF AMERICA LOGO] CREDIT AGREEMENT Dated as of February 28, 2002Credit Agreement • May 20th, 2002 • Manugistics Group Inc • Services-prepackaged software • California
RIGHTS AGREEMENT between MANUGISTICS GROUP, INC. and EQUISERVE TRUST COMPANY, N.A.Rights Agreement • October 29th, 2004 • Manugistics Group Inc • Services-prepackaged software • Delaware
RIGHTS AGREEMENT, dated October 28, 2004 (the “Agreement”), between Manugistics Group, Inc., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A., a national banking association, as Rights Agent (the “Rights Agent”).
ARTICLE 1. DEFINITIONSStandstill Agreement • October 25th, 2002 • Manugistics Group Inc • Services-prepackaged software • Delaware
BACKGROUNDStock Option Agreement • January 16th, 2001 • Manugistics Group Inc • Services-prepackaged software • Delaware
EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of the 19th day of April, 2002, by and among Manugistics Group, Inc., a Delaware corporation ("MANUGISTICS"), and Western Data Systems of Nevada, Inc., a Nevada...Registration Rights Agreement • May 29th, 2002 • Manugistics Group Inc • Services-prepackaged software • Delaware
2 3 not materially adverse to the Sellers and to otherwise take such actions as are necessary to complete the transactions contemplated under the Stock Purchase Agreement;Paying Agent Agreement • March 2nd, 1998 • Manugistics Group Inc • Services-prepackaged software • Delaware
LOAN AGREEMENT BY AND BETWEENLoan Agreement • January 16th, 2003 • Manugistics Group Inc • Services-prepackaged software
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 15th, 1998 • Manugistics Group Inc • Services-prepackaged software • Delaware
RECITALS:Lease Agreement • May 29th, 1998 • Manugistics Group Inc • Services-prepackaged software • Maryland
RECITALS:Lease Agreement • May 28th, 1997 • Manugistics Group Inc • Services-prepackaged software
Exhibit 4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of this 14th day of December, 2001, by and among Manugistics Group, Inc., a Delaware corporation ("MANUGISTICS GROUP"), and Information Resources,...Registration Rights Agreement • December 21st, 2001 • Manugistics Group Inc • Services-prepackaged software • Delaware
EXHIBIT 10.2 MANUGISTICS, INC. 9715 KEY WEST AVENUE ROCKVILLE, MD 20850 TERMINATION OF EMPLOYMENT AGREEMENT DATE PRESENTED: September 11, 2002 This Termination of Employment Agreement ("Agreement") is entered into by Manugistics, Inc. ("Manugistics")...Termination of Employment Agreement • October 15th, 2002 • Manugistics Group Inc • Services-prepackaged software • California
2 3 provided written instructions to the Transfer Agent to register the Two Year Escrow Shares in the name of the Escrow Agent. Immediately upon ascertaining that the Transfer Agent has complied with its written instructions to register the Two Year...Escrow Agreement • March 2nd, 1998 • Manugistics Group Inc • Services-prepackaged software • Massachusetts
WARRANT AGREEMENT BETWEEN MANUGISTICS GROUP, INC. AND INTERNATIONAL BUSINESS MACHINES CORPORATIONWarrant Agreement • July 12th, 2004 • Manugistics Group Inc • Services-prepackaged software • New York
Neither this Warrant nor the Warrant Shares as defined herein have been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. Neither this Warrant nor the Warrant Shares may be sold or transferred in the absence of such registration or any exemption from such registration. Any sale or transfer of this Warrant or the Warrant Shares must comply with the restrictions on transfer set forth herein.
EXHIBIT 10.21Financing Agreement • January 14th, 1997 • Manugistics Group Inc • Services-prepackaged software • Maryland
RECITALS:Lease Agreement • May 28th, 1997 • Manugistics Group Inc • Services-prepackaged software
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2002 • Manugistics Group Inc • Services-prepackaged software
1 INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . 1 2 SALE OF THE SHARES . . . . . . . . . . . . . . . . . . . . . 6 3 CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . 7 4 COMPLETION . . . . . . . . . . . . . . . . . . . . ....Agreement for the Acquisition of Shares • July 14th, 1997 • Manugistics Group Inc • Services-prepackaged software
